Corporations: SmithStearn Yachts, Inc. v. Gyrographic Communications

Advanced Business Law HW 10- HW: Chapter 42 Case 42-3 Problem 3, 8
Topic- Organization And Financial Structure Of Corporations
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Chapter 42 Case 42-3 SmithStearn Yachts, Inc. v. Gyrographic Communications, Inc. 2006 Conn. Super. LEXIS 1927 (Conn. Super. Ct. 2006)
I JUDGMENT
SmithStearn Yachts, Inc ratified and adopted the reincorporation agreement, and Gyrographic was recognized as a party to the contract by offering marketing services SmithStearn Yachts.
II LEGAL PRINCIPLE
A. ISSUE
SmithStearn Yachts, Inc entered into a contract with Gyrographic. SmithStearn Yachts, Inc (SmithStearn) sought the services of Gyrographic for promotional services. Subsequently, the plaintiff sued Gyrographic for a contract breach. Still, Gyrographic entered into a contract with SmithStearn Yacht., LLC and not SmithStearn Yachts, Inc.
B. HOLDING
Typically, corporations do not have to accept contract terms entered on their behalf before their existence, although they may acquire rights linked to pre-incorporation. However, if a corporation ratifies the contract, then it acquires the rights and duties. SmithStearn ca...